Your Directors are elated in presenting the 105th Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2015. The Annual report presented to you pertains to financial year before April 2015 sothe contents within are governed by the relevant provisions/schedules/rules of theCompanies Act 2013 in compliance with General Circular No. 08/2014 dated 4 April 2014issued by the Ministry of Corporate Affairs.
2. FINANCIAL RESULTS
| || ||(Amount in Rs) |
|Particulars ||Current Financial Year ||Previous Financial Year |
| ||(2014-2015) ||(2013-2014) |
|Net Profit/(Loss)Before ||(1379975) ||(897053) |
|Depreciation and Tax Depreciation ||Nil ||Nil |
|Profit /(Loss) before Tax ||(1379975) ||(897053) |
|Provision for Tax ||Nil ||`Nil |
|Profit/ (loss) after Tax ||(1379975) ||(897053) |
|Balance Brought forward ||(14367329) ||(13470276) |
|Balance carried to Balance Sheet ||(15747303) ||(14367329) |
3. OPERATION DURIG THE YEAR
The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towardsrepairs rehabilitation renewals and replacements of the railway assets. During the yearalso the dispute remains unresolved. The Company has disowned the liability on the groundthat these liabilities being in the nature of replacement are to be borne by the CentralRailway as per the Contracts. But in spite of disowning the liability by your Companythe Central Railway has adjusted an amount of Rs.21008596/- being the railway earningsof your Company for the period from October 2002 to 31st March 2015. Hence your Companythought it proper and as an abundant caution and not to harm the interest of shareholdersof the Company and therefore decided not to include the said Income from railwaysamounting to Rs. 896476/- in the Accounts for the year ended 31st March 2015.
4. DEPOSITORY SYSTEM:
The equity shares of the Company are available for dematerialization through Depositoryparticipants on both the Depositories viz. National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL).
As the company suffers losses during the year your Directors do not recommend anydividend for the year ended 31st March 2015.
6. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
7. STATUTORY AUDITORS
M/s S.B.JAJOO & CO Chartered Accountants (Firm Registration Number: 125915W)were appointed as the Statutory Auditors of the company last year in AGM held on 20thSeptember 2014 for five consecutive years subject to ratification at every AnnualGeneral Meeting. Accordingly their appointment is proposed to be ratified in the ensuingAGM. They have given their eligibility & consent for the proposed ratification.
8. SECRETARIAL AUDITORS
M/s. H V Gor & Co Practicing Company Secretaries have been appointed in the BoardMeeting held on 30th March 2015 as the Secretarial Auditor of the Company u/s204 of the Companies Act 2013 to conduct Secretarial Audit of the matters of the Companyand report thereof. The Secretarial Auditors Report has been annexed to the BoardReport under Annexure IV.
9. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the Auditors in theirreport. The explanations made by the Board relating to the qualificationsreservations adverse remarks made by the Practicing Company Secretary in his SecretarialAudit Report are furnished as under:
1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.
Ms Rupali Ganpat Kadam was appointed as Additional Director on 30TH March2015 and holds the office till the ensuing Annual General Meeting. A notice has beenreceived from a member proposing his candidature for his appointment as Director of theCompany. Apart from that there has been no changes in the Board of Directors since thelast Annual General Meeting. The Board of Directors as on the date of this report standsas follows:
|Name ||Designation ||Date of Appointment ||DIN |
|Mr. Amitkumar Rander ||Director ||21st March 2013 ||05311426 |
|Mr. .Haresh Bhojwani ||Whole Time Director & Chief Executive Officer ||7th August 2014 ||02895523 |
|Mr. Arvind Kumar Gupta ||Independent Director ||14Th June 2010 ||02912070 |
|Mr. Shivanand Rama Hemmady ||Independent Director ||26th December 2013 ||00838098 |
|Ms. Rupali Ganpat Kadam ||Independent Director ||30th March 2015 ||07143284 |
10 DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
11 BOARD MEETINGS
During the financial year under review the Board of Directors met Seven times.
12 COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Company has notdevised any policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013.
13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.The following is a summary of sexual harassment complaints received and disposed offduring the year 2014-15.
|No of complaints received: ||Nil |
|No of complaints disposed off: ||Nil |
15 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;
b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2015 and of its Loss for the year ended onthat date;
c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and
d. They have prepared the annual accounts for the year ended 31st March2015 on a going concern basis; and
e. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
16 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.
17 DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.
18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.
20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.
21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES2014:
The Company has an adequate internal financial control system commensurate with thesize of its business operations.
23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADEPURSUANT TO SECTION 188 OF THE COMPANIES ACT 2013
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
24 EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in "AnnexureMGT-9".
25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
a. Mr. Arvind Kumar Gupta
b. Mr. Shivanand Rama Hemmady
c. Mr. .Haresh Bhojwani
The above composition of the Audit Committee consists of independent Directors viz. Mr. Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
26 CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stakeholders value. Reports on Corporate Governanceand Management Discussions & Analysis are annexed and form part of this report.
27 APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operationand support of the Companys Bankers its valued customers employees and all otherintermediaries concerned with the Companys business. Your directors are gratefultowards all members for supporting and sustaining us during the intricate days. We lookforward to your continued support and reiterate that we are determined to ensure that theplans are successfully implemented.
|Registered Office: ||By Order of the Board of Directors |
|Unit No. B-35 ||For The Central Province Railways Co.Ltd |
|Ganjawala Shopping Center ||Sd/- |
|S.V.P. Road Borivali West ||Mr. Amit Kumar Rander |
|Mumbai-400092 ||(Director) |